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Midway Gets $33 Million Takeover Bid From Warner Bros.

by Rainier on May 21, 2009 @ 7:44 a.m. PDT

Midway announced that it has entered into a "stalking horse" asset purchase agreement with Warner Bros. Entertainment Inc., meaning that WBIE would acquire substantially all of Midway's U.S. assets including the Mortal Kombat franchise and its development studios in Chicago/Seattle, but not the TNA/Wheelman franchises.

Midway Games Inc. announced that it has entered into a “stalking horse” asset purchase agreement with Warner Bros. Entertainment Inc., and filed a sale and bid procedures motion with the Bankruptcy Court to conduct the sale of the Company’s assets pursuant to Section 363 of the United States Bankruptcy Code. The bid procedures will provide for notice to be given to third parties of the pending sale to Warner Bros. Entertainment and offer the opportunity for interested parties to bid on the Company’s assets.

Under the agreement, Warner Bros. Entertainment would acquire substantially all of the Company’s U.S. assets including its Mortal Kombat franchise and its development studios in Chicago and Seattle for a purchase price of $33,000,000, subject to adjustment as of the closing for changes in inventory, plus the agreed value of the Company’s U.S. account receivables. The agreement does not include the Company’s development studio in San Diego and the TNA franchise games, nor does it include the Company’s development studio in Newcastle which had developed the Company’s recently released Wheelman game.

Prior to court approval of the Warner agreement, there will be a court-supervised auction process to facilitate competitive bidding by other qualified buyers. This process is intended to achieve the highest value possible for the Company’s stakeholders. The bidding procedures, if approved, would require interested parties to submit binding offers to acquire some or all of the Company’s assets within approximately 30 days of court approval of the bid procedures. Assuming qualified bids are submitted, an auction would be held a few days prior to the sale hearing. A court hearing approving the sale to the winning bidder or bidders would be held soon after the conclusion of the auction, followed by a final closing.

Once the bid procedures have been approved by the Bankruptcy Court, the Company will announce the initiation of the formal bidding process, and at such time interested parties will be asked to contact the Company’s financial advisor, Lazard, for more information on the bidding process.

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